Corporate law & Mergers and Acquisitions

The Office's corporate law and mergers and acquisitions practice team includes attorneys and lawyers with significant experience in legal support of major complex projects, including international transactions.  

With the goal of ensuring the client's interests within the framework of complex international transactions involving mergers and acquisitions, the Office cooperates exclusively with leading legal and financial consultants who are recognized experts within their respective countries. Such an approach ensures that unique and top-class services are rendered, which meet the requirements of the best international practices and standards.

Specialists in the corporate law and mergers and acquisitions practice represent the interests of clients, and render legal assistance along a broad range of matters, including the following:

• structuring and complete legal support of complex transactions involving mergers and acquisitions in various jurisdictions, carrying out legal due diligence of activities, assets or the business of legal entities as a whole, irrespective of the place of foundation;
• legal support of investment activities in different areas of business, including the creation of joint enterprises within various jurisdictions;
• legal support for corporate procedures and measures related to the exercise by Russian and foreign legal entities of their activities;
• legal support within the Russian Federation and in foreign jurisdictions (with the involvement of foreign legal consultants) for measures relating to filings with state authorities engaged in supervision and regulation of legal relations in the area of competition and monopolistic activities;
• legal support for transactions involving mergers and acquisitions, as well as for acquisition of any assets irrespective of the country to whose jurisdiction the object of the respective transactions is assigned (with the involvement of foreign legal and financial consultants in the relevant jurisdictions).

The most significant projects undertaken by the practice include the following:

• Advising the Mercury group of companies and providing legal support for a set of measures related to preparation and in the course of implementing a transaction to sell 40% of shares in one of the largest Russian nonpublic companies, Trade Company MEGAPOLIS, in favor of the foreign investors Philip Morris International and Japan Tobacco International.
• Representing the interests of the main participant in the most important Russian transportation and logistics operator Delovye Linii in settling a corporate conflict and consolidating participatory interests in the group, as well as counteractions against illegal takeover of the business
• Advising the client and providing legal support for a range of measures related to restructuring and optimization within the CIS (Ukraine, Kazakhstan, Republic of Tajikistan, Republic of Belarus, of the holding structure for the client's group of companies, which was one of the largest distributors of consumer goods within this territory.
• Advising the client and providing legal support for a range of measures forming part of a set of transactions by which the client, one of the largest distributors of consumer goods within the CIS, acquired control over companies engaged in distribution of consumer goods within the CIS (Ukraine, Kazakhstan, Republic of Tajikistan, Republic of Belarus), as well as increasing the participatory interest of the client on the relevant CIS market.
• Advising and legal support on a transaction to acquire more than 90% of the shares in one of the leading machine building enterprises in the country in the defense sector, OJSC V.A. Degtyarev Plant. Restructuring and reorganization of OJSC V.A. Degtyarev Plant.
• Structuring and realization of a transaction for alienation in favor of Rostec Corporationof a blocking shareholding in OJSC V.A. Degtyarev Plant, including subsequent development, coordination with Rostec Corporationand legal support for the conclusion of a shareholder's agreement for the parties to enter into an agreement to coordinate actions related to the management of OJSC V.A. Degtyarev Plant and its activities.
• Representing the interests and providing legal support for a transaction for acquisition of DIXY Group – one of the leading public Russian companies in retail of food products, whose shares have been placed on the Moscow Stock Exchange, including subsequent restructuring and legal support of the group of companies in antimonopoly matters.
• Advising and providing legal support for a transaction for DIXY Group to acquire 100% of shares in OJSC Victoria Group of Companies – one of the leading Russian companies engaged in retail trade in food products and consumer goods.
• Advising on matters relating to the implementation of a transaction to acquire control of Novoangarsky dressing plant, Gorevsky GOK Group of companies, whose main activity is the extraction and processing of lead-zinc ore, as well as the creation of mining and metallurgical production facilities.
• Advising the Mercury group of companies and providing legal support for a transaction to sell shares in Orton Oil Company Limited, controlling about 25% of shares in Sibir Energy plc, which was quoted on the alternative investment market of the London Stock Exchange, in favor of a Russian state-owned oil company. The transaction was one of the biggest on the M&A market in 2009.
• Structuring and legal support for a set of transactions for the acquisition by a client at OJSC SIDANKO of oil refining, petrochemical and distribution enterprises located in the Eastern Siberian and Far Eastern regions of Russia.
• Advising the client and providing legal support for a set of transactions to ensure financing of the client's companies that are shareholders in Sibir Energy plc, a major oil company which was quoted on the alternative investment market of the London Stock Exchange, for purposes of refinancing the shareholders' debt of that company to one of the most important world banks.